AMENDMENT TO THE
                          EMPLOYMENT AGREEMENT BETWEEN
                            MICHAEL J. BROWN, SR. AND
                           HARBOR FEDERAL SAVINGS BANK


         The  Employment  Agreement  between  Michael J.  Brown,  Sr. and Harbor
Federal Savings Bank is hereby amended as follows:

1. Amended Paragraph to the Agreement to read as follows:

         3.1 Salary.  As compensation for his services  hereunder,  the Employee
         shall,  during the first year of his  employment  hereunder,  receive a
         base annual salary equal to that in effect on the  commencement  of the
         Initial Term payable in accordance with the general payroll practice of
         Employer  and any  bonus  compensation  as  determined  by the Board of
         Directors. During each succeeding calendar year or portion thereof, his
         salary shall be adjusted to equal the greater of (a) the past year base
         salary,  or  (b)  an  amount  which  includes  an  annual  increase  as
         determined by the Board of Directors."




DATE:          11/13/02                  HARBOR FEDERAL SAVINGS BANK
       -------------------------
                                         EMPLOYER:



                                                /s/
                                         -----------------------------
                                         Edward G. Enns
                                         Chairman of the Board of Directors

                                         EMPLOYEE:



                                                /s/
                                         ---------------------------------------
                                         Michael J. Brown, Sr.


<PAGE>

                            AMENDMENT NUMBER 2 TO THE
                          EMPLOYMENT AGREEMENT BETWEEN
                            MICHAEL J. BROWN, SR. AND
                           HARBOR FEDERAL SAVINGS BANK
                           ---------------------------


         The Employment  Agreement dated September 13, 1995 (as amended)
between Michael J. Brown,  Sr. and Harbor Federal Savings Bank is hereby amended
as follows:

               1. The preamble on page 1 is hereby amended to read as follows:

                  THIS AGREEMENT is made as of this 13th day of September, 1995
                  between Harbor Florida Bancshares, Inc. and Harbor Federal
                  Savings Bank whose principal place of business is located at
                  100 S. Second Street, Fort Pierce, Florida 34950, (together,
                  "Employer"), and Michael J. Brown, Sr., whose residence is
                  3117 South Indian River Drive, Fort Pierce, Florida 34982
                  ("Employee").

               2. Section 2.1 is hereby amended to read as follows:

                  2.1 General Duties. Employee has, for a number of years,
                  served as President and Chief Executive Officer of Employer,
                  and shall continue to serve in that position, with the duties
                  and responsibilities customary to that office. During the
                  Employment Term, Employee's title and specific reporting
                  responsibilities may be changed by action of Employer's Board
                  of Directors in light of changing circumstances of Employer,
                  including specifically a transaction described in Section 4.9
                  hereof, providing that Employee shall at all times during the
                  term hereof have a substantial executive position in keeping
                  with the dignity and prestige of his present position. He
                  shall do and perform all services, acts or things necessary or
                  advisable to manage and conduct the business of the Employer,
                  subject always to the policies set by the Board of Directors,
                  in accordance with any and all governing rules and regulations
                  of applicable bank regulatory agencies.

               3. Section 2.4 is hereby amended to read as follows:

                  2.4 Uniqueness of Employee's Services. The Employee hereby
                  represents that the services to be performed by him under the
                  terms of this Agreement are of a special, unique, unusual,
                  extraordinary and intellectual character which gives them a
                  peculiar value, the loss of which cannot be reasonably or
                  adequately compensated in damages in an action at law. The
                  Employee therefore expressly agrees that the Employer, in
                  addition to any other rights or remedies which the Employer
                  may possess, shall be entitled to injunctive and other
                  equitable relief to prevent a breach of this Agreement by the
                  Employee.

               4. Section 4.6 is hereby amended to read as follows:

                  4.6 Termination by Regulatory Agency. All obligations under
                  this Agreement shall be terminated, except to the extent it is
                  determined that the continuation of this Agreement is
                  necessary for the continued operation of the Employer: (i) by
                  the Director of the Office of Thrift Supervision, or his or
                  her designee, at the time the Federal Deposit Insurance
                  corporation enters into an agreement to provide assistance to
                  or on behalf of the Employer under the authority contained in
                  section 13(c) of the Federal Deposit Insurance Act; or (ii) by
                  the Director of the Office of Thrift Supervision, or his or
                  her designee, at the time the Director, or his or her
                  designee, approves a supervisory merger to resolve problems
                  related to operation of the Employer or when the Employer is
                  determined by the Director to be in an unsafe or unsound
                  condition.

               5. Section 4.10 is hereby amended to read as follows:

                  4.10 Additional Special Provisions on Termination. In the
                  event of any termination pursuant to Section 4.1, Section 4.9
                  or this Section 4.10 hereof, then, in additional to all other
                  rights of Employee hereunder, the following special provisions
                  shall apply as to matters here specified:

               6. Section 4.10.2(a) is amended by adding the following new
                  subsection (C) as follows:

                  (C) Employee's resignation for any reason following an event
                  described in 4.9(a), (b), (c) or (d) above, provided that such
                  resignation by Employee may only occur within a window period
                  beginning ninety (90) days after the effective date of any
                  such event and ending one hundred eighty (180) days after any
                  such event.

               7. Section 4.10.2(b) is hereby amended to read as follows:

                  (b) In the event of an Involuntary Termination, in lieu of any
                  further salary payments to the Employee for period subsequent
                  to the date of the Involuntary Termination, the Employer shall
                  pay to the Employee, or in the event of his subsequent death,
                  his beneficiary or beneficiaries, or his estate, as the case
                  may be, subject to the limitation set forth in subparagraph
                  (c), Severance Payments in an amount equal to three times
                  Employee's Annual Compensation (as defined below) in the
                  taxable year preceding such Involuntary Termination. The term
                  "Annual Compensation" shall mean the sum of the following:

                           (i)     the Employee's base salary from the Employer
                                   during the 12-month period immediately
                                   preceding the Date of Involuntary
                                   Termination, plus

                           (ii)    the amount of the bonuses received by the
                                   Employee from the Employer during the 12
                                   month period immediately preceding the Date
                                   of Involuntary Termination, plus

                           (iii)   the cost to the Employer of all traditional
                                   welfare benefits, which are defined as life,
                                   medical, health, disability or dental
                                   insurance plans or arrangements in which the
                                   Executive or his dependents participate as of
                                   the date of the Event of Termination, plus

                           (iv)    upon the  election  of the  Employee  at his
                                   sole discretion,  an amount  equivalent to
                                   the excess, if any, of the aggregate fair
                                   market value (measured as of the close of
                                   trading  on the  date  of  Involuntary
                                   Termination)  of all shares  of any class or
                                   series  of the  Employer's  capital stock
                                   issuable upon exercise of then outstanding
                                   exercisable employee  options granted to the
                                   Employee over the aggregate exercise  price
                                   of such  options;  and such  options  shall
                                   thereupon be cancelled and of no further
                                   force or effect.

               8. Section 4.10.2(c) is hereby deleted.

               9. A new Section 4.10.2(f) is hereby added after Section
                  4.10.2(e) as follows:

                  4.10.2(f) In consideration for the benefit described in
                  Section 4.10.1 and the payments under Section 4.10.2(b), and
                  in recognition of the long-term nature of Employee's service
                  to Employer as its Chief Executive Officer, and his
                  recognition and identification with Employer in the markets in
                  which Employer operates, and the need for and significant
                  benefit that protection of business and goodwill associated
                  with Employer following termination of Employee's service will
                  require, Employee and Employer agree that Employee shall, in
                  the three (3) years following termination of his employment
                  with Employer not directly or indirectly (i) become a
                  director, officer, employee, shareholder, principal, agent,
                  consultant or independent contractor of any insured depository
                  institution (or an affiliate or subsidiary thereof) which has
                  an office in any of St. Lucie, Okeechobee, Martin, Volusia,
                  Brevard and Indian River Counties or such other Florida
                  counties in which Employer establishes a branch office during
                  the term of the Agreement whose business in the aforesaid
                  counties competes with the depository, lending or business
                  activities of Employer, provided, however, that nothing herein
                  shall prohibit Employee from continuing to serve as a director
                  of Employer following such termination or from owning bonds,
                  non-voting preferred stock or up to five percent (5%) of the
                  outstanding common stock of such entity if such common stock
                  is publicly traded; (ii) solicit or induce, or cause others to
                  solicit or induce, any employee of Employer, or any of its
                  subsidiaries to leave the employment of such entities, or
                  (iii) solicit (whether by mail, telephone, e-mail, personal
                  meeting or any other means) any customer of Employer or its
                  subsidiaries to transact business with any other entity,
                  whether or not it competes with Employer's business
                  activities, or to reduce or refrain from doing any business
                  with Employer or its subsidiaries or interfere with or
                  damage(or attempt to interfere or damage) any relationships
                  between Employer or its subsidiaries and any such customers.
                  In consideration of the benefits described in Section 4.10.1
                  and the payments under Section 4.10.2(b), and for the
                  obligation or commitments of the Employee under this Section
                  4.10.2(f) and the significant value to Employer represented by
                  Employee's agreement not to compete with Employer, Employer
                  shall pay Employee amounts referred to under Section 4.10.2(b)
                  on the effective date of Employee's termination (subject to
                  applicable withholding). Notwithstanding any other provisions
                  of this Section, Employee acknowledges that he has
                  considerable valuable information regarding Employer,
                  including but not limited to Employer's operations, customers
                  and business strategies,, and Employee agrees to treat as
                  confidential all information concerning the books, records,
                  contracts, properties, commitments and affairs of Employer and
                  its subsidiaries and affiliates, including but not limited to
                  information regarding accounts, shareholders, finances,
                  strategies, marketing, customers and potential customers and
                  other information of a similar nature not available to the
                  general public.

                  It is the intention of the parties hereto that the provisions
                  of this Agreement shall be enforced to the fullest extent
                  permissible under all applicable laws and public notices, but
                  that the unenforceability or the modification to conform with
                  such laws or public policies of any provision hereof shall not
                  render unenforceable or impair the remainder of this
                  Agreement. The convents with respect to the Counties shall be
                  deemed to be separate covenants with respect to each County,
                  and should any court of competent jurisdiction conclude or
                  find that this Agreement or any portion is not enforceable
                  with respect to any of the Counties, such conclusion or
                  finding shall in no way render invalid or unenforceable the
                  covenants herein with respect to any other County.
                  Accordingly, if any provision shall be determined to be
                  invalid or unenforceable either in whole or in part, this
                  Agreement shall be deemed amended to delete or modify as
                  necessary the invalid or unenforceable provisions to alter the
                  balance of this Agreement in order to render the same valid
                  and enforceable.

                  Employer acknowledges that it would not have entered in to
                  this Agreement unless the Employee had, among other things,
                  entered into this Agreement to strictly limit his future
                  ability to engage in activities that compete with Employer's
                  business activities. It is further acknowledged that any
                  breach of this Agreement will result in irreparable damage to
                  Employer for which Employer will not have an adequate remedy
                  at law. In addition to any other remedies and damages
                  available to Employer, the Employee further acknowledges that
                  Employer shall be entitled to injunctive relief hereunder to
                  enjoin any breach of this Agreement, and the parties hereby
                  consent to an injunction in favor of Employer by any court of
                  competent jurisdiction, without prejudice to any other right
                  or remedy to which Employer may be entitled. Employee
                  represents and acknowledges that, in light of his experience
                  and capabilities, he can obtain employment with other than a
                  competing business or in a business engaged in other lines
                  and/or of a different nature than those engaged by Employer or
                  its subsidiaries or affiliates, and that the enforcement of a
                  remedy by way of injunction will not prevent the Employee from
                  earning a livelihood. In the event of a breach of this
                  Agreement by the Employee, the Employee acknowledges that in
                  addition to or in lieu of Employer seeking injunctive relief,
                  Employer may also seek to recover damages in a judicial
                  proceeding. Each of the remedies available to Employer in the
                  event of a breach by the Employee shall be cumulative and not
                  mutually exclusive.

                  If an action is instituted to enforce any of the provisions of
                  this Agreement, the prevailing party in such action shall be
                  entitled to recover from the losing party its, her or his
                  reasonable attorneys' fees and costs.

<PAGE>




Date:            12/5/03                     HARBOR FEDERAL SAVINGS BANK
         ---------------------------

                                             EMPLOYER:


                                                        /s/
                                             ----------------------------------
                                             Edward G. Enns
                                             Chairman of the Board of Directors




Date:             12/5/03                    HARBOR FLORIDA BANCSHARES,
         ---------------------------           INC.


                                             EMPLOYER:


                                                        /s/
                                             ----------------------------------
                                             Edward G. Enns
                                             Chairman of the Board of Directors



Date:            12/5/03                     EMPLOYEE:
     -------------------------------


                                                        /s/
                                             ----------------------------------
                                             Michael J. Brown, Sr.